<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTERLY PERIOD ENDED                                 COMMISSION FILE
                                                                   NUMBER
            JUNE 30, 2002                                        333-59137

                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                KANSAS                                           48-1061763
    (State or other jurisdiction of                           (I.R.S. Employer
    Incorporation or organization)                           Identification No.)

         3416 Highway 41 South
             Tifton, GA                                             31793
(Address of Principal Executive Offices)                          (Zip Code)


                                  800-732-8261
              (Registrant's telephone number, including area code)


    Indicate by check mark whether the registrant: (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
                1934 during the preceding 12 months (or for such
             shorter period that the registrant was required to file
                 such reports), and (2) has been subject to such
                    filing requirements for the past 90 days.

                                 Yes /X/ No / /

              Indicate the number of shares outstanding of each of
              the issuer's classes of common stock as of the latest
                     practicable date. As of June 30, 2002,
                      there were issued and outstanding 200
                           shares of the registrant's
                         Common Stock, par value $10.00
                                   per share.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I   FINANCIAL INFORMATION                                                          PAGE NO.
                                                                                        --------
<S>                                                                                     <C>
                  Item 1.  Financial Statements (unaudited)

                             Balance Sheets at June 30,
                             2002 and December 31, 2001  ..........................         1

                             Statements of Operations for the
                             Three Months ended June 30,
                             2002 and 2001 and Six Months ended June 30,
                             2002 and 2001 ........................................         2

                             Statements of Cash Flows for the Six Months
                             ended June 30, 2002 and 2001 .........................         3

                             Notes to the Financial Statements ....................         5

                  Item 2.  Management's Discussion and Analysis of Financial
                                    Condition and Results of Operations ...........         6

                  Item 3.Quantitative and Qualitative Disclosures About Market Risk         9


PART II  OTHER INFORMATION

                  Item 1.  Legal Proceedings ......................................         9

                  Item 2.  Changes in Securities and Use of Proceeds ..............         9

                  Item 3.  Defaults upon Senior Securities ........................         9

                  Item 4.  Submission of Matters to a Vote of Security Holders ....         9

                  Item 5.  Other Information ......................................         9

                  Item 6.  Exhibits and Reports on Form 8-K .......................         9

                  SIGNATURES ......................................................        10

                  Index to Exhibits ...............................................        11
</TABLE>
<PAGE>
                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
                                 BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                         June 30,       December 31,
                                                                          2002             2001
                                                                       ------------        ------------
                                                                       (unaudited)
<S>                                                                    <C>               <C>
                         ASSETS
Current Assets
  Cash and cash equivalents                                            $   1,042         $     502
  Accounts receivable, net of allowance for doubtful
    accounts 2002 $565; 2001 $536                                          2,352             3,019
  Supplies                                                                   341               447
  Prepaid production costs                                                   833               775
  Prepaid site leases, current portion                                     1,926             1,490
  Prepaid commissions, current portion                                       696               704
  Other current assets                                                       244               284
                                                                       ---------         ---------
         Total current assets                                              7,434             7,221
                                                                       ---------         ---------
Property and Equipment, net                                               61,613            63,092
                                                                       ---------         ---------
Other Assets
  Intangible assets, net                                                  35,342            35,858
  Prepaid site leases and commissions, long-term portion                     554               550
  Other                                                                      204               208
                                                                       ---------         ---------
                                                                          36,100            36,616
                                                                       ---------         ---------
                                                                       $ 105,147         $ 106,929
                                                                       =========         =========

        LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

Current Liabilities
Liabilities not subject to compromise
  Current portion of long-term debt                                    $  18,892         $ 117,263
  Accounts payable                                                         1,469             1,292
  Accrued interest                                                           163             7,026
  Accrued expenses                                                            68               254
  Deferred revenue                                                           508               461
                                                                       ---------         ---------
         Total current liabilities                                        21,100           126,296
Long-Term Debt,
  net of current portion                                                   2,745             3,125
                                                                       ---------         ---------
         Total liabilities not subject to compromise                      23,845           129,421
                                                                       ---------         ---------
Liabilities subject to compromise [Note 1]
  Accounts payable                                                           613                --
  Accrued interest                                                        10,362                --
  Senior notes                                                           100,000                --
                                                                       ---------         ---------
         Total liabilities subject to compromise                         110,975                --
                                                                       ---------         ---------
         Total liabilities                                               134,820                --
                                                                       ---------         ---------

Commitments and Contingencies

Stockholder's Equity (Deficit)
  Common stock, par value, $10 per share; authorized 10,000
    shares; issued and outstanding 2000 and 2001; 200 shares                   2                 2
  Paid-in capital                                                         33,841            33,841
  Accumulated deficit                                                    (63,516)          (56,335)
                                                                       ---------         ---------
                                                                         (29,673)          (22,492)
                                                                       ---------         ---------
                                                                       $ 105,147         $ 106,929
                                                                       =========         =========
</TABLE>


                       See Notes to Financial Statements.
<PAGE>
                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
                            STATEMENTS OF OPERATIONS
                (IN THOUSANDS, EXCEPT SHARE OR PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 Three Months Ended                          Six Months Ended
                                                                       June 30,                                 June 30,
                                                                 2002           2001                    2002               2001
                                                              --------         --------                --------         --------
<S>                                                           <C>              <C>                     <C>              <C>
Net revenues                                                  $  6,334         $  6,845                $ 12,450         $ 13,598
                                                              --------         --------                --------         --------
Operating expenses:
  Direct operating expenses                                      2,728            2,494                   5,400            4,890
  General and administrative                                     1,145            1,176                   2,339            2,538
  Depreciation and amortization                                  2,112            2,962                   4,224            6,260
  Restructuring charges                                          1,742               --                   3,215               --
                                                              --------         --------                --------         --------
                                                                 7,727            6,632                  15,178           13,688
                                                              --------         --------                --------         --------
         Operating income (loss)                                (1,393)             213                  (2,728)             (90)
                                                              --------         --------                --------         --------
Other income (expense):
   Interest expense                                             (1,392)          (3,278)                 (4,746)          (6,677)
   Other income                                                      1               10                       2               20
   Gain on sale of property and equipment                            2               --                     291            5,716
                                                              --------         --------                --------         --------
Total other income (expense)                                    (1,389)          (3,268)                 (4,453)            (941)
                                                              --------         --------                --------         --------

         Loss before income taxes and extra-
         ordinary loss on early extinguishment of debt          (2,782)          (3,055)                 (7,181)          (1,031)
Income tax expense                                                  --               --                      --            2,200
                                                              --------         --------                --------         --------

         Loss before extraordinary loss on early
         extinquishment of debt                                 (2,782)          (3,055)                 (7,181)          (3,231)
         Extraordinary loss on early extinguishment
         of debt                                                    --               --                      --             (398)
                                                              --------         --------                --------         --------
           Net loss                                           $ (2,782)        $ (3,055)               $ (7,181)        $ (3,629)
                                                              ========         ========                ========         ========

Basic loss per common share:

         Loss before extraordinary loss on
         early extinquishment of debt                         $(13,910)        $(15,275)               $(35,905)        $(16,155)
         Extraordinary loss on early extinguishment
         of debt                                                    --               --                      --           (1,990)
                                                              --------         --------                --------         --------
  Net Loss                                                    $(13,910)        $(15,275)               $(35,905)        $(18,145)
                                                              ========         ========                ========         ========

Weighted common shares outstanding                                 200              200                     200              200
                                                              ========         ========                ========         ========
</TABLE>

                  See Notes to unaudited Financial Statements.
<PAGE>
                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                            SIX MONTHS ENDED JUNE 30,
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      2002            2001
                                                                    -------         --------

<S>                                                                 <C>             <C>
OPERATING ACTIVITIES
  Net loss                                                          $(7,181)        $ (3,629)
  Adjustments to reconcile net loss to
     net cash provided by (used in) operating
     activities:
     Depreciation and amortization                                    4,224            6,260
     Gain on disposal of property and equipment, net                   (289)          (5,716)
     Extraordinary loss on early extinquishment of debt                  --              398
     Deferred income tax expense                                         --            2,200
     Disposition costs on property and equipment                         --           (1,106)
     Non-cash restructuring charge                                       71               --
     Changes in assets and liabilities:
      (Increase) decrease in:
         Accounts receivable                                            667              640
         Supplies and prepaid production costs                           48             (147)
         Prepaid site leases                                           (436)            (171)
         Prepaid commissions                                              4              (54)
         Other assets                                                    44              (92)
      Increase (decrease) in:
         Accounts payable                                              (154)            (996)
         Liabilities subject to compromise                              613               --
         Accrued interest and other accrued expenses                  3,313              (11)
         Deferred revenue                                                47              (14)
                                                                    -------         --------
           Net cash provided by (used in) operating
                 activities                                             971           (2,438)
                                                                    -------         --------

INVESTING ACTIVITIES
  Purchase of property and equipment                                 (1,898)          (2,368)
  Proceeds from sale of property and equipment                          289           10,642
                                                                    -------         --------
         Net cash provided by (used in) investing activities         (1,609)           8,274
                                                                    -------         --------

FINANCING ACTIVITIES
 Borrowings under long-term debt agreement                               --           13,000
 Proceeds from revolver borrowings                                    1,505            4,400
 Payments on revolver borrowings                                         --          (10,469)
 Principal payments on long-term debt                                  (327)         (10,500)
 Decrease in Due to SGH Holdings, Inc.                                   --             (275)
 Payments to related party                                               --             (900)
 Deferred issuance costs                                                 --             (993)
                                                                    -------         --------
           Net cash provided by (used in)
             financing activities                                     1,178           (5,737)
                                                                    -------         --------
           Net increase in cash and cash equivalents                    540               99
CASH AND CASH EQUIVALENTS:
  Beginning                                                             502               46
                                                                    -------         --------
  Ending                                                            $ 1,042         $    145
                                                                    =======         ========

SUPPLEMENTAL CASH FLOW INFORMATION
 Cash payments for interest                                         $ 1,247         $  6,658
                                                                    =======         ========
</TABLE>
<PAGE>
<TABLE>
<S>                                                                 <C>             <C>
SUPPLEMENTAL SCHEDULE  OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:
Property and equipment acquired through
  accounts payable                                                  $   331         $    --
                                                                    =======         ========
</TABLE>


                       See Notes to Financial Statements.
<PAGE>
                          Notes to Financial Statements
                                   (Unaudited)

    NOTE 1
    BASIS OF REPRESENTATION

             The accompanying unaudited financial statements of Tri-State
Outdoor Media Group, Inc., (the "Company") have been prepared in conformity with
accounting principles generally accepted in the United States of America and
with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X as they
apply to interim financial information. Accordingly, they do not include all of
the information and disclosures required by accounting principles generally
accepted in the United States of America for complete financial statements.

             In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of financial
position and results of operations have been included. The operating results for
the six month period ended June 30, 2002 are not necessarily indicative of the
results to be expected for the year ending December 31, 2002. Although the
Company believes that the disclosures are adequate to make the information
presented not misleading, these financial statements should be read in
conjunction with the financial statements for the fiscal year ended December 31,
2001 and notes thereto included in the Company's Report on Form 10-K for the
fiscal year ended December 31, 2001.

         On Thursday, April 25, 2002, certain holders of the Company's $100.0
million of Senior Notes due May 15, 2008 (the "Notes") filed an involuntary
petition under Chapter 11 of the United States Bankruptcy Law, Title 11, United
States Code against the Company. The Company consented to the entry of an Order
for Relief on April 26, 2002. At a May 21, 2002 hearing held before the United
States Bankruptcy Court for the Middle District of Georgia in Columbus, Georgia,
the Company was authorized to use cash collateral-i.e. the cash proceeds of its
assets in which Ableco Finance LLC held a security interest. The Company is
currently operating as debtor-in-possession and expects to continue to conduct
its business in the ordinary course and to pursue its efforts to reorganize and
restructure its debts during the bankruptcy case.

         The Company has attempted to maintain normal and regular trade terms
with its suppliers and customers. The restructuring contemplates that the
Company's trade suppliers, employees and customers will not be adversely
affected while the Company is in the reorganization proceedings or thereafter,
though the ultimate treatment of any creditor group in the Chapter 11 case
remains uncertain. The Company believes that it has sufficient liquidity to pay
its post-bankruptcy obligations as they arise in the ordinary course of
business. The Company also is pursuing debtor-in-possession financing to provide
it additional liquidity during its bankruptcy case.

         There can be no assurance that the Company's suppliers will continue to
provide normal trade credit or credit on other terms acceptable to the Company,
if at all, or that customers will continue to do business or enter into new
business with the Company. No assurances can be given that the Company will be
successful in getting a plan confirmed by the United States Bankruptcy Court.

Going Concern:

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in the financial
statements for the fiscal year ended December 31, 2001 and notes thereto
included in the Company's Report on Form 10-K and as shown in the accompanying
financial statements, the Company has defaulted on its debt obligations, has
substantial operations and liquidity issues, and is now a debtor in a bankruptcy
reorganization case under Chapter 11 of the United States Bankruptcy Code, which
raises substantial doubt about the Company's ability to continue as a going
concern. There can be no assurance that the Company will be able to
<PAGE>
restructure successfully its indebtedness or that its liquidity and capital
resources will be sufficient to maintain its normal operations. These financial
statements do not include any adjustment relating to the recoverability and
classification of assets carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.

         These unaudited financial statements have been prepared in accordance
with Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code", SOP 90-7 requires an entity to
distinguish prepetition liabilities subject to compromise from postpetition
liabilities on its balance sheet. In the accompanying unaudited balance sheet
the caption "liabilities subject to compromise" reflects the Company's best
current estimate of the amount of pre-petition claims that will be restructured
in the Debtors' chapter 11 case. In addition, its statement of operations should
portray the results of operations of the reporting entity during Chapter 11
proceedings. As a result any revenues, expenses, realized gains and losses, and
provisions resulting from the reorganization and restructuring of the
organization should be reported separately as reorganization items, except those
required to be reported as discontinued operations and extraordinary items in
conformity with Accounting Principles Board No. 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" and
Statement of Financial Accounting Standard No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets".

Liabilities Subject to Compromise

         The principal categories of claims classified as liabilities subject to
compromise under the Chapter 11 Case are discussed below. All amounts may be
subject to adjustment depending on Bankruptcy Court action, further developments
with respect to disputed claims, or other events, including the reconciliation
of claims filed with the Bankruptcy Court to amounts included in the Company's
records. Under a confirmed plan of reorganization, all prepetition claims may be
paid and discharged at amounts substantially less than their allowed amounts.

         As a result of the Chapter 11 Cases, no principal or interest payments
may be made on unsecured prepetition debt without Bankruptcy Court approval or
until a plan of reorganization providing for the repayment terms has been
confirmed by the Bankruptcy Court and becomes effective. Therefore, interest on
prepetition unsecured obligations has not been accrued or recorded after the
Petition Date. Contractual interest expense not accrued or recorded on certain
prepetition debt totaled approximately $2,000,000 for the three months ended
June 30, 2002.

Reorganization Items

         Expenses directly incurred as a result of the Chapter 11 Case has been
segregated within normal operations and are disclosed separately. The majority
of the expenses consist of professional fees for financial advisors, legal
counsel, consulting and other costs related to professional services.

NOTE 2
FINANCINGS

         The Company presently has outstanding $100.0 million of Senior Notes
due on May 15, 2008 that bear interest at 11% per annum, payable semi-annually.
The Company did not make the required $5.5 million interest payments due
November 15, 2001 or May 15, 2002 aggregating $11 million. The Company is
currently in default under the Notes. The Company will seek to negotiate a plan
of reorganization under Chapter 11 of the United States Bankruptcy Code.

         The Company has a credit facility (the "Credit Facility") for $20.0
million. The Company is in default of certain financial covenants and cross
default provisions of the Credit Facility agreement.

NOTE 3
RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other
Intangible Assets." SFAS 142 supercedes AFB Option No. 17, "Intangible Assets,"
and requires goodwill and other intangible assets that have an indefinite useful
life to no longer be amortized; however, these assets must be reviewed at least
annually for impairment. The Company has completed the transitional goodwill
impairment test and has concluded that there was no impairment to goodwill as of
January 1, 2002, the date of adoption of SFAS 142. If SFAS 142 had been adopted
for the six months ended June 30, 2001, reported net loss and basis earnings per
share would have been as follows (in thousands, except per share amounts):

<Table>
<S>                                         <C>
Reported Net Income (Loss)                   $ (3,629)
     Add back: Goodwill amortization            1,443
                                             --------
     Adjusted net income (loss)              $ (2,186)
                                             ========
Basic Earnings Per Share:
     Reported net income (loss)              $(18,145)
     Goodwill amortization                      7,215
                                             --------
     Adjusted net income (loss)              $(10,930)
                                             ========
</Table>
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-Q contains forward-looking statements
concerning, among other things, the Company's expected future revenues,
operations and expenditures, competitors or potential competitors, acquisition
activity, and the regulation of the outdoor advertising industry. These
forward-looking statements are identified by their use of terms and phrases such
as "anticipate," "believe," "could," "estimate," "expect," "intent," "may,"
"plan," "predict," "project," "will" and similar terms and phrases, including
references to assumptions. These statements are contained in certain sections of
this Quarterly Report and in the documents incorporated by reference herein.
These forward-looking statements represent the expectations of the Company's
management as of the filing date of this Report on Form 10-Q. The Company's
actual results could differ materially from those anticipated by the
forward-looking statements due to a number of factors, including (i) risks and
uncertainties relating to leverage; (ii) the need for additional funds; (iii)
the integration of companies acquired by the Company and the Company's ability
to recognize cost savings or operating efficiencies as a result of such
acquisitions; (iv) the continued popularity of outdoor advertising as an
advertising medium; (v) the regulation of the outdoor advertising industry and
(vi) the risks and uncertainties described under the caption "Factors Affecting
Future Operating Results" under Item 7. - Management's Discussion and Analysis
of Financial Condition and Results of Operations set forth in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.

    RESULTS OF OPERATIONS

    THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE THREE MONTHS ENDED
    JUNE 30, 2001

Net revenues. Net revenues decreased 7.9% to $6.3 million for the three months
ended June 30, 2002 from $6.8 million for the three months ended June 30, 2001.
The decrease in revenues was primarily due to a drop in the Company's overall
bulletin occupancy from 62.8% as of June 30, 2001 to 55.4% in June 30, 2002.
This overall drop was primarily in the Northcentral and Mid Atlantic divisions.

Direct operating expenses. Direct operating expenses (which include sales, lease
and production expenses) increased 8.0% to $2.7 million for the second quarter
of 2002 from $2.5 million for the comparable period in 2001. This increase was
primarily attributed to increases in production and lease expense. Sales expense
increased as a percentage of net revenues from 10.2% in the second quarter of
2001 to 11.2% in 2002. The increase in sales expense as a percentage of net
revenues was due primarily to a decrease in revenues. Lease expense increased as
a percentage of net revenues in the second quarter from 15.6% in 2001 to 19.2%
in 2002. This was due primarily to the fixed nature of the Company's lease cost
on lower revenues. Production expense increased as a percentage of net revenues
from 10.6% in the second quarter of 2001 to 12.7% in 2002, due primarily to
significant increases in sign maintenance costs, attributed to increased paint
outs of non -paying customers, and higher paint face cost due to the sales mix.

General and administrative expenses. General and administrative expenses
decreased by 8.3% to $1.1 million for the quarter ended June 30, 2002 from $1.2
million in 2001, to remain relatively flat as a percentage of net revenues down
to 17.5% in the quarter ended June 30, 2002 from 17.6% in the comparable period
in 2001.

Depreciation and amortization expense. Depreciation and amortization expense
decreased to $2.1 million for the quarter ended June 30, 2002 from $3.0 million
in 2001. The decrease is due primarily to the Company having no goodwill
amortization expense in the quarter ended June 30, 2002 in accordance with FAS.
142.
<PAGE>
Restructuring charges. Restructuring charges of $1.7 million were incurred in
the quarter ended June 30, 2002 compared to the quarter ended June 30, 2001.
This increase is attributed to charges relating to the bankruptcy and
reorganization efforts of the Company.

 Interest expense. Interest expense was $1.4 million for the second quarter
ended 2002 compared to $3.3 million for the same period in 2001. The decrease
was due to the termination of the interest accrual on the Senior Notes post
petition.

Income taxes. At December 31, 2001, the Company had net operating loss carry
forwards of approximately $61.0 million for federal and state income tax
purposes, which expire in varying amounts from 2009 through 2021.

During the quarter ended June 30, 2002, the Company increased the valuation
allowance by $1.1 million on deferred tax assets. The Company is required to
record a valuation allowance when it is "more likely than not that some portion
or all of the deferred tax assets will not be realized." The Company has
assessed its earnings history and anticipated earnings, the expiration dates of
carry forwards and other factors and has determined that valuation allowance is
required.

  SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2001

Net revenues. Net revenues decreased 8.8% to $12.5 million for the six months
ended June 30, 2002 from $13.6 million for the six months ended June 30, 2001.
The decrease in revenues was primarily due to a drop in the Company's overall
bulletin occupancy from 62.8% as of June 30, 2001 to 55.4% in June 30, 2002.
This overall drop was primarily in the Northcentral and Mid Atlantic divisions.

Direct operating expenses. Direct operating expenses (which include sales, lease
and production expenses) increased 10.2% to $5.4 million for the first six
months of 2002 from $4.9 million for the comparable period in 2001. This
increase was primarily attributed to increases in production and lease expense.
Sales expense increased as a percentage of net revenues from 10.2% in the first
six months of 2001 to 11.3% in 2002. The increase in sales expense as a
percentage of net revenues was due primarily to a decrease in revenues. Lease
expense increased as a percentage of net revenues in the first six months from
15.7% in 2001 to 19.1% in 2002. This was due primarily to the fixed nature of
the Company's lease cost on lower revenues. Production expense increased as a
percentage of net revenues from 10.1% in the first six months of 2001 to 12.9%
in 2002, due primarily to significant increases in sign maintenance costs,
primarily attributed to increased paint outs of non -paying customers, and
higher face cost due to the sales mix.

General and administrative expenses. General and administrative expenses
decreased by 8.0% to $2.3 million for the six months ended June 30, 2002 from
$2.5 million in 2001 and remained flat as a percentage of net revenues at
approximately 18.6%.

Depreciation and amortization expense. Depreciation and amortization expense
decreased to $4.2 million for the six months ended June 30, 2002 from $6.3
million in 2001. The decrease is due primarily to the accelerated amortization
of certain financing costs attributed to the Refinancing that was booked in the
six month period ended June 30, 2001. Also, the Company had no goodwill
amortization expense in the six month period ended June 30, 2002 in accordance
with FAS. 142.

Restructuring charges. Restructuring charges of $3.2 million were incurred in
the six month period ended June 30, 2002 compared to the six month period ended
June 30, 2001. This increase is attributed to charges relating to the bankruptcy
and reorganization efforts of the Company.

Interest expense. Interest expense decreased to $4.7 million for the six month
period ended 2002 compared to $6.7
<PAGE>
million for the same period in 2001. The decrease was due to the termination of
the interest accrual on the Senior Notes post petition.

Income taxes. At December 31, 2001, the Company had net operating loss carry
forwards of approximately $61.0 million for federal and state income tax
purposes, which expire in varying amounts from 2009 through 2021.

During the six month period ended June 30, 2002, the Company increased the
valuation allowance by $2.8 million on deferred tax assets. The Company is
required to record a valuation allowance when it is "more likely than not that
some portion or all of the deferred tax assets will not be realized," The
Company has assessed its earnings history and anticipated earnings, the
expiration dates of carry forwards and other factors and has determined that
valuation allowance is required.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         The Company has historically satisfied its cash requirements with cash
from operations, revolving credit borrowings, other long-term debt financing,
equity financing and sales of assets. Its acquisitions have been financed
primarily with borrowed funds and equity financing.

         The Company is highly leveraged with debt. The Company is presently
experiencing a downturn in advertising revenues and is not generating sufficient
cash flow to service all of its debts. There can be no assurance that the
advertising revenues will increase sufficiently for the Company to be able to
service its debt. The Company is in default under its debt instruments.

         The Company presently has outstanding $100.0 million of Senior Notes
due on May 15, 2008 that bear interest at 11% per annum, payable semi-annually
(the "Notes"). The Company is in default under the Notes because the Company did
not make the required $5.5 million interest payment due November 15, 2001 or the
May 15, 2002 payment.

         The Company has a credit facility (the "Credit Facility") for $20.0
million. The Company is in default of certain financial covenants and cross
default provisions of the Credit Facility agreement. The Company had $18.2
million outstanding as of June 30, 2002.

         On Thursday April 25, 2002, certain holders of the Notes filed an
involuntary petition under Chapter 11, Title 11, of the United States Code
against the Company. The Company consented to the entry of an Order for Relief
on April 26, 2002. At a May 21, 2002 hearing held before the United States
Bankruptcy Court for the Middle District of Georgia in Columbus, Georgia, the
Company was authorized to use cash collateral-i.e. the cash proceeds of its
assets in which Ableco Finance LLC held a security interest. The Company is
currently operating as debtor-in-possession and expects to continue to conduct
its business in the ordinary course and to pursue its efforts to reorganize and
restructure its debts during the bankruptcy case.

         The Company has attempted to maintain normal and regular trade terms
with its suppliers and customers. The restructuring contemplates that the
Company's trade suppliers, employees and customers will not be adversely
affected while the Company is in the reorganization proceedings or thereafter,
though the ultimate treatment of any creditor group in the Chapter 11 case
remains uncertain. The Company believes that it has sufficient liquidity to pay
its post-bankruptcy obligations as they arise in the ordinary course of
business. The Company also is pursuing debtor-in-possession financing to provide
it additional liquidity to fund the administrative costs of the bankruptcy case.

         There can be no assurance that the Company's suppliers will continue to
provide normal trade credit or credit on other terms acceptable to the Company,
if at all, or that customers will continue to do business or enter into new
business with the Company. No assurances can be given that the Company will be
successful in getting a plan confirmed by the United States Bankruptcy Court.

                  Net cash provided by operating activities was $1.0 million for
the first six months of 2002 compared to net cash used in operating activities
of $.6 million for the first six months of 2001. Net cash provided by operating
activities reflects the Company's net loss adjusted for non-cash items and net
changes in working capital components. The Company had a working capital deficit
of $124.6 million as of June 30, 2002 compared to a working capital deficit of
$119.1 million as of December 31, 2001.
<PAGE>
    ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         There have been no material changes in the Company's market risk
exposure from that reported in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001 incorporated by reference herein.


                            PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On Thursday, April 25, 2002, certain holders of the Company's $100.0
         million of Senior Notes due on May 15, 2008, including Sun-America Life
         Insurance Company, Pacholder High Yield Fund, Inc. and Strong
         High-Yield Bond Fund, filed an involuntary petition under Chapter 11,
         Title 11, of the United States Code against the Company. The case was
         filed in the United States Bankruptcy Court for the Middle District of
         Georgia. The Company consented to the entry of an Order for Relief on
         April 26, 2002. At a May 21, 2002 hearing held before the United States
         Bankruptcy Court for the Middle District of Georgia in Columbus,
         Georgia, the Company was authorized to use cash collateral-i.e. the
         cash proceeds of its assets in which Ableco Finance LLC held a security
         interest. The Company is currently operating as debtor-in-possession
         and expects to continue to conduct its business in the ordinary course
         and to pursue its efforts to reorganize and restructure its debts
         during the bankruptcy case.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         The Company presently has outstanding $100.0 million of Senior Notes
         due May 15, 2008 that bear interest at 11% per annum, payable
         semi-annually. The Company is in default under the Notes because the
         Company did not make a $5.5 million interest payment due November 15,
         2001 or the payment due on May 15, 2002.

         The Company has a $20.0 million credit facility (the "Credit
         Facility"). The Company is in default on certain financial covenants
         and cross-default provisions of the Credit Facility Agreement. The
         Company has $18.2 million outstanding as of June 30, 2002 under the
         Credit Facility. The lender under the Credit Facility is not required
         to make additional advances under the Credit Facility so long as the
         Company remains in default.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K

         A.   Exhibits


         B.   Report on Form 8-K.

              None
<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT NO.                         DESCRIPTION

*3.1           Restate Certificate of Incorporation of the Company by the
               Secretary of State of Kansas

*3.2           By-Laws of the Company


*4.1           Indenture dated as of May 15, 1998 relating to the Company's
               Senior Notes due 2008 and the 11% Senior Services B Notes due
               2008

*4.2           Form of Global Note

*10.1          Asset Purchase Agreement, dated as of May 6, 1997, between the
               Company and Tri-State Systems, Inc.

*10.2          Asset Purchase Agreement, dated as of February 13, 1998, between
               the Company and Unisign Corporation, Inc.

*10.3          Registration Rights Agreement dated as of May 13, 1998 relating
               to the Company's 11% Senior Notes due 2008

*10.4          Pledge Agreement dated as of May 15, 1998 relating to the
               Company's 11% Senior Notes due 2008

*10.5          Tax Sharing Agreement dated as of May 20, 1998 relating to SGH
               Holdings, Inc. and the Company

*10.6          Second Amended and restated Stockholders Agreement dated as of
               February 27, 1998

*10.7          Anti-Dilution Agreement, dated as of February 19, 1998

*10.8          Credit Agreement dated as of May 20, 1998 between the Company and
               The First National Bank of Chicago

*10.9          Asset Purchase Agreement dated as of September 4, 1998, by and
               between Tri-State Outdoor Media Group, Inc. and Western Outdoor
               Advertising Co.

*10.10         Credit Agreement among Tri-State Outdoor Media Group, Inc., the
               Lending Institutions Party Thereto, as Lenders and The First
               National Bank of Chicago, as Agent, dated as of September 18,
               1998

**10.11        Asset Purchase Agreement dated as of September 12, 1998 by and
               between Tri-

14
<PAGE>
               State Outdoor Media Group, Inc. and John R. Leslie, Sr., Trading
               as Leslie Outdoor Advertising, Filed herewith

**10.12        Asset Purchase Agreement dated as of July 23, 1998 by and between
               Tri-State Outdoor Media Group, Inc. and Boon Company, Inc. Filed
               herewith

**10.13        First Amendment to Credit Agreement dated as of March 1, 1999.

***10.14       Amended and Restated Credit Agreement dated as of August 12,
               1999.

****10.15      Amendment to the Credit Agreement dated as of October 15, 1999.

*****10.16     Credit Agreement dated as of March 20, 2001 between the Company
               and Ableco Finance LLC

******10.17    Forbearance Agreement dated as of November 13, 2001 between the
               Company and Ableco Finance LLC

*25.1          Statement of Eligibility of Trustee on Form T-1 of IBJ Schroder
               Bank & Trust Company

------------------

         *        Incorporated herein by reference to the Exhibits to the
                  Company's registration statement on Form S-4 (Registration
                  Number 333-59137).

         **       Incorporated herein by reference to Exhibits to the Company's
                  Form 10-K for the year ended December 31, 1999.

         ***      Incorporated herein by referenced to the Exhibits to the
                  Company's Form 10-Q for the quarter ended September 30, 1999.

         ****     Incorporated herein by reference to Exhibits to the Company's
                  Form 10-K for the year ended December 31,1999

         *****    Incorporated herein by reference to Exhibits to the Company's
                  Form 10-Q for the quarter ended June 30, 2001

         ******   Incorporated herein by reference to Exhibits to the Company's
                  Form 10-Q for the quarter ended September 30, 2001

15
<PAGE>
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  Tri-State Outdoor Media Group, Inc.


August 14, 2002                   /s/Sheldon G. Hurst
                                  ---------------------
                                  Sheldon G. Hurst
                                  Chief Executive Officer and Director



August 14, 2002                   /s/ Matthew B. Holt
                                  -------------------
                                  Matthew B. Holt
                                  Acting Chief Financial Officer, Secretary,
                                  and Principal Accounting Officer


16